-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ejh5KedB8IFNcXtMv9NZmV4nU7knD1wQS2Kbxcc/cQ8U4aOo1b9KwhpWdtVHUDku OC+9rbUTQ5mPPA9wMZhpkg== 0000899243-98-001872.txt : 19981015 0000899243-98-001872.hdr.sgml : 19981015 ACCESSION NUMBER: 0000899243-98-001872 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19981014 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NU KOTE HOLDING INC /DE/ CENTRAL INDEX KEY: 0000812423 STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950] IRS NUMBER: 161296153 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-20287 FILM NUMBER: 98725295 BUSINESS ADDRESS: STREET 1: 17950 PRESTON RD STE 690 CITY: DALLAS STATE: TX ZIP: 75252 BUSINESS PHONE: 2142502785 MAIL ADDRESS: STREET 1: 17950 PRESTON ROAD SUITE 690 CITY: DALLAS STATE: TX ZIP: 75252 11-K 1 FORM 11-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 1998 OR [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to __________________ Commission File Number 0-20287 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN (Full title of the Plan) NU-KOTE HOLDING, INC. (Exact name of issuer as specified in its charter) 200 BEASLEY DRIVE, FRANKLIN, TENNESSEE 37064 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (615)794-9000 -------------------- ================================================================================ REQUIRED INFORMATION Item 1. Not applicable. Item 2. Not applicable. Item 3. Not applicable. Item 4. Plan financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA have been included as Exhibit 1 hereto. EXHIBITS 1. Audited financial statements for the Nu-kote International, Inc. Employees Savings Plan including statements of net assets available for plan benefits as of March 31, 1998 and 1997 and related statements of changes in net assets available for plan benefits for the years then ended, together with notes and schedules thereto. 23. Consent of PricewaterhouseCoopers L.L.P. 2. SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Nu-kote International, Inc. Employees Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Franklin, State of Tennessee, on the 13th day of October, 1998. Nu-kote International, Inc. Employees Savings Plan BY: /s/ Phillip L. Theodore ------------------------ Phillip L. Theodore Chief Financial Officer, Treasurer, Senior Vice President, Assistant Secretary 3. EX-1 2 FINANCIAL STATEMENTS EXHIBIT 1 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES WITH REPORT OF INDEPENDENT ACCOUNTANTS for the years ended March 31, 1998 and 1997 I N D E X
Pages ----- Report of Independent Accountants 2 Financial Statements: Statements of Net Assets Available for Benefits, March 31, 1998 and 1997 3 Statements of Changes in Net Assets Available for Benefits for the years ended March 31, 1998 and 1997 4 Notes to Financial Statements 5-15 Supplemental Schedules: Item 27a--Schedule of Assets Held for Investment Purposes, March 31, 1998 16 Item 27b--Schedule of Loans or Fixed Income Obligations, March 31, 1998 17 Item 27d--Schedule of Reportable Transactions for the year ended March 31, 1998 18
1 REPORT OF INDEPENDENT ACCOUNTANTS To the Plan Participants and Administrator of the Nu-kote International, Inc. Employees Savings Plan: We have audited the accompanying statements of net assets available for benefits of the Nu-kote International, Inc. Employees Savings Plan (the "Plan") as of March 31, 1998 and 1997, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Nu-kote International, Inc. Employees Savings Plan as of March 31, 1998 and 1997, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets Held for Investment Purposes at March 31, 1998, the Schedule of Loans or Fixed Income Obligations at March 31, 1998 and Schedule of Reportable Transactions for the year then ended are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers LLP Dallas, Texas October 13, 1998 2 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS March 31, 1998 and 1997
ASSETS 1998 1997 ------------ ----------- Investments at fair value: Investment funds $ 8,230,369 $ 7,002,750 Nu-kote stock fund 145,798 420,175 Participant loans 184,377 302,198 ------------ ----------- Total investments 8,560,544 7,725,123 Receivables: Employee contributions 44,584 70,695 Employer contributions 32,246 25,853 ------------ ----------- Total assets 8,637,374 7,821,671 ------------ ----------- LIABILITIES Administrative fees payable 15,203 15,000 Excess contributions refundable 47,270 60,159 ------------ ----------- Total liabilities 62,473 75,159 ------------ ----------- Net assets available for benefits $8,574,901 $7,746,512 ============ ===========
The accompanying notes are an integral part of the financial statements. 3 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the years ended March 31, 1998 and 1997
1998 1997 ----------- ----------- Additions: Employee contributions (net of refunds of $47,270 in 1998 and $60,159 in 1997) $ 702,346 $ 919,085 Employer contributions 293,286 363,692 Rollover contributions 4,371 48,366 Net appreciation in fair value of investment funds 2,173,072 675,500 Net depreciation in fair value of Nu-kote stock fund (584,232) (1,321,383) Interest income 13,787 19,330 ---------- ----------- Total additions 2,602,630 704,590 ---------- ----------- Deductions: Benefits paid to participants 1,750,060 944,785 Administrative expenses 24,181 63,450 ---------- ----------- Total deductions 1,774,241 1,008,235 ---------- ----------- Net increase (decrease) 828,389 (303,645) Net assets available for benefits: Beginning of year 7,746,512 8,050,157 ---------- ----------- End of year $8,574,901 $7,746,512 ========== ===========
The accompanying notes are an integral part of the financial statements. 4 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN: General Nu-kote International, Inc. (the "Company" or "Employer"), is a wholly- owned subsidiary of Nu-kote Holding, Inc. ("Nu-kote"). The Nu-kote International, Inc. Employees Savings Plan (the "Plan") is a defined contribution plan that became effective January 16, 1987. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The following description of the Plan is provided for general information purposes. Participants should refer to the Plan document for more complete information. Participation All U.S. domestic employees of the Company are eligible for participation in the Plan at the next entry date after the completion of one year of service. Effective January 1, 1998, the Plan allows participants to contribute an aggregate amount up to 15% of their base salary on a before-tax basis, not to exceed the legal maximum amount. Contributions made in excess of the legal maximum amount are refunded to participants. The Company will match, out of its current year's earnings, up to 40% of the first 6% of each participant's wages contributed. Prior to January 1, 1998, participants were allowed to contribute an aggregate amount equal to 1% to 6% of their base salary on a before-tax basis. Effective January 1, 1998, the Plan participants are allowed to direct the investment of their contributions into ten funds offered by Scudder Trust Company (the "Trustee"). The participant has the option to invest, in multiples of 1%, in the following funds: a stable value fund, an income fund, a pathway balanced portfolio, a pathway conservative portfolio, a pathway growth portfolio, a stock index fund, an international fund, value fund, cash investment trust fund and a Nu-kote stock fund. Prior to January 1, 1998, participants had the option to direct the investment of their contributions into five funds offered by NationsBank (Trustee prior to January 1, 1998). The Funds were a stable capital fund, a strategic fixed income fund, a capital growth fund, a Nu-kote stock fund, and an equity index fund. Earnings for each investment program are allocated based on participant's daily balances within that investment program. 5 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, Continued Vesting Employee contributions vest immediately. Employer contributions vest based on completed years of service. A participant fully vests with five years of credited service (20% per year of service). Participants who terminate due to death, normal retirement or disability are fully vested. Upon termination of employment, the participants' nonvested benefits are forfeited and are used to reinstate forfeitures for certain re-employed participants and to reduce matching contributions of the Company. Forfeitures for the years ended March 31, 1998 and 1997 were $5,180 and $2,874, respectively. Benefits Participants (or their beneficiaries) are eligible to receive vested benefits upon retirement, death, disability or when they terminate employment with the Company. If benefits are greater than $3,500, the participants may choose to leave their balance in the Plan, elect payment as a single lump-sum payment or receive their benefits in the form of an annuity. Participant Loans Participants, after receiving approval from the Plan administrator, are allowed to obtain a loan from the Plan based on 50% of the value of his or her vested amount in the Plan, up to a maximum of $50,000. The minimum loan available is $1,000. Loan terms range from 1-5 years or up to 20 years for the purchase of a primary residence. Participant loans are collateralized by the balance in the participant's account and bear interest at the prime interest rate. Interest rates range from 6.75% to 9.00% for outstanding loans at March 31, 1998. Principal and interest is paid ratably through monthly payroll deductions. Administration of the Plan The Plan is administered by a committee of employees of the Company. The Committee members are selected by the Board of Directors of the Company. Termination Although it has not expressed any intent to do so, the Employer has the right, under the Plan, to terminate the Plan subject to ERISA. In the event of the termination of the Plan, all participants would be fully vested in their account balances and assets would be distributed in accordance with the Plan. 6 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, Continued 2. SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting The financial statements of the Plan have been prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. Investment Valuation and Income Recognition The fair market value of investments in investment funds are determined by the Trustee, as each fund's investment manager, based on the fair value of each underlying fund's investments principally using quoted market values. Investments in the Nu-kote stock fund are valued at the quoted market value of the underlying stock. Income and dividends from investments are accrued as earned. Purchases and sales are reflected on a trade-date basis. The net depreciation in the fair value of the Nu-kote stock fund reported in the financial statements consists of the realized gains and losses and the unrealized depreciation on this investment. The net appreciation in fair value of investment funds reported in the financial statements includes realized and unrealized gains and losses, dividends and capital gain distributions reinvested. Participant loans are stated at cost which approximates market. Administrative Expenses Administrative expenses of the Plan are primarily paid by the Plan. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, investment funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term 7 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, Continued and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for plan benefits. Benefits Benefits are recorded when paid. 3. INVESTMENTS: Participant contributions are invested in accordance with the participant's election in one or more investment programs. The investment program options are the same for all contributions made to the Plan. Participants may change the composition of their share of net assets and their allocation percentage in each program at any time during the calendar year. The estimated number of participants with a share of net assets at March 31, 1998 and 1997 of each investment program is as follows:
1998 ---------- Scudder Income Fund 176 Scudder Pathway Growth Portfolio 8 Scudder International Fund 1 Scudder Value Fund 289 Scudder Pathway Conservative Portfolio 3 Scudder Stable Value Fund 267 Scudder Pathway Balanced Portfolio 2 Scudder Stock Index Fund 283 Nu-kote Stock Fund 479 Scudder Cash Investment Trust - 1997 ---------- NationsBank Stable Capital Fund 363 NationsBank Strategic Fixed Income Fund 227 NationsBank Capital Growth Fund 373 NationsBank Equity Index Fund 381 Nu-kote Stock Fund 650
At March 31, 1998, 529 participants held assets in the Plan. 8 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, Continued Investment Programs Each of the investment options will vary in price and the return will fluctuate as market conditions change. The current investment options are described as follows: . Scudder Stable Value Fund seeks to provide a higher income than money markets and a stability of principle. It invests in guaranteed investment contracts, money market securities and treasury bills. . Scudder Income Fund seeks to provide a steady current income. It invests in intermediate and long-term, high-grade corporate bonds. . Scudder Pathway Portfolios seek to provide diversified portfolios. The Scudder Pathway Conservative Portfolio invests in bond investment funds, stock funds, and cash and has a primary emphasis on high current income with a secondary emphasis on long-term growth of capital. The Scudder Pathway Balanced Portfolio invests in stock investment funds, bond funds and cash with an emphasis on growth and current income. The Scudder Pathway Growth Portfolio invests in stock investment funds, bond funds, and cash and has an emphasis on long-term capital growth. . Scudder Stock Index Fund seeks to provide long-term growth and income potential as well as broad diversification. It invests in a mix of stocks and stock funds that generally mirrors the S&P 500. . Scudder Value Fund seeks to provide long-term capital growth. It invests in undervalued common stocks of medium to large U. S. companies. . Scudder International Fund seeks to provide capital growth and international diversification. It invest primarily in foreign stocks. . Nu-kote Stock Fund consists of Nu-kote Holding, Inc.'s common stock and $1,294 of cash to be invested in Nu-kote common stock. Since the fund invests only in Nu-kote common stock, the value of this fund should be expected to fluctuate more frequently than that of other Plan investment options. Investments in the Nu-kote Stock Fund represent shares of Nu-kote stock and, therefore, transactions within the fund qualify as exempt party-in-interest transactions. . Scudder Cash Investment Trust consists of unallocated forfeitures invested in short-term money market investments. 9 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, Continued Prior to January 1, 1998, five funds were available for investment as follows: . NationsBank Stable Capital Fund seeks to maximize current income while maintaining a fixed market value. It invests in a broad range of short- term (one to three years) fixed-income securities including guaranteed investment contracts, commercial paper, bank obligations, corporate paper and money market instruments. . NationsBank Strategic Fixed Income Fund seeks to maximize total investment return through the active management of fixed income securities. It invests primarily in a mix of investment grade (BBB or better) corporate, government and mortgage-backed securities. The fund is structured to generally have an average weighted maturity of ten years or less. . NationsBank Capital Growth Fund seeks long-term capital growth. It invests in stocks with growth characteristics which NationsBank believes should outperform the market over time. The fund focuses on companies with: . Large market capitalization--above $500,000,000 . Above average growth potential . Above average return on equity and earnings growth relative to the S&P 500 . NationsBank Equity Index Fund seeks to closely approximate the total return performance of the S&P 500 Index. Its portfolio holdings are structured according to the S&P 500 Index. . Nu-kote Stock Fund consists of Nu-kote Holding, Inc.'s common stock and $5,166 of cash to be invested in Nu-kote common stock. Investments in the Nu-kote Stock Fund represent shares of Nu-kote stock and, therefore, transactions within the Fund also qualify as exempt party-in-interest transactions. 10 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, Continued Asset Values and Number of Units The total asset value, number of units and the asset value per unit by investment within the investment program of the Plan at March 31, 1998 and 1997 are as follows:
March 31, 1998 -------------------------------------------------- Number Value Total of Per Asset Value Units Unit -------------- ----------- ---------- Scudder Cash Investment Trust $ 5,190 5,190 $ 1.00 Scudder Stable Value Fund 1,751,072* 1,751,072 1.00 Scudder Income Fund 798,690* 59,471 13.43 Scudder Pathway Balanced Portfolio 8,366 608 13.76 Scudder Pathway Conservative Portfolio 22,944 1,737 13.21 Scudder Pathway Growth Portfolio 34,402 2,364 14.55 Scudder Stock Index Fund 3,061,681* 101,785 30.08 Scudder Value Fund 2,546,574* 101,740 25.03 Scudder International Fund 1,450 28 51.79 Nu-kote Stock Fund 145,798 661,887 .22 ---------- $8,376,167 ==========
March 31, 1997 -------------------------------------------------- Number Value Total of Per Asset Value Units Unit -------------- ----------- ---------- NationsBank Stable Capital Fund $1,763,689* 139,063 $12.68 NationsBank Strategic Fixed Income Fund 917,890* 95,415 9.62 NationsBank Capital Growth Fund 1,966,352* 168,064 11.70 NationsBank Equity Index Fund 2,354,819* 148,195 15.89 Nu-kote Stock Fund 420,175* 79,854 5.26 ---------- $7,422,925 ==========
* Investments which comprise more than 5% of net assets available for benefits at March 31, 1998 and 1997. 11 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, Continued 4. ROLLOVER CONTRIBUTIONS: As a result of Nu-kote's acquisition during fiscal 1995 of the Hardcopy Division of Pelikan Holding AG, acquired U.S. employees were offered the option to transfer their accounts to the Plan. Rollover contributions in 1998 and 1997 were $4,371 and $48,366, respectively. 5. INCOME TAX STATUS: The Internal Revenue Service has determined and informed the Company by a letter dated January 11, 1997, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. 6. PARTICIPANT INVESTMENT OPTIONS: The following is a summary by investment fund of changes in net assets available for benefits for the years ended March 31, 1998 and 1997 and net assets available for benefits as of March 31, 1998 and 1997: 12 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, Continued
Participant Directed --------------------------------------------------------------------------------------------------- NationsBank NationsBank Scudder Cash Scudder Scudder NationsBank Strategic Capital NationsBank Investment Stable Income 1998 Stable Capital Fixed Income Growth Equity Index Loan Fund Trust Value Fund Fund - ---------------------------- -------------- ------------ ----------- ------------ --------- ------------ ---------- -------- Assets: Investments at fair value: Investment funds $ 5,190 $1,751,072 $798,690 Nu-kote stock fund Participant loans $ 184,377 -------------- ------------ ----------- ------------ --------- ------------ ---------- -------- Total investments - - - - 184,377 5,190 1,751,072 798,690 Receivables: Employee contributions Employer contributions -------------- ------------ ----------- ------------ --------- ------------ ---------- -------- Total assets - - - - 184,377 5,190 1,751,072 798,690 -------------- ------------ ----------- ------------ --------- ------------ ---------- -------- Liabilities: Administrative fees payable Excess contributions refundable -------------- ------------ ----------- ------------ --------- ------------ ---------- -------- Total liabilities - - - - - - - - -------------- ------------ ----------- ------------ --------- ------------ ---------- -------- Net assets available for benefits $ - $ - $ - $ - $ 184,377 $ 5,190 $1,751,072 $798,690 ============== ============ =========== ============ ========= ============ ========== ======== Balance, March 31, 1997 $ 1,763,689 $ 917,890 $ 1,966,352 $ 2,354,819 $ 302,198 $ - $ - $ - -------------- ------------ ----------- ------------ --------- ------------ ---------- -------- Additions: Transfer to new funds (footnote 3) (1,711,667) (798,997) (2,222,160) (2,624,222) 1,711,667 798,997 Employee contributions 133,769 58,145 162,894 188,139 31,552 13,856 Employer contributions 11,469 5,387 Rollover contributions 4,371 Net appreciation in fair value of investment funds 79,345 83,912 615,108 681,653 83 35,261 10,614 Net depreciation in the fair value of Nu-kote stock fund Interest income 13,787 Deductions: Benefits paid to participants (413,792) (276,998) (459,973) (533,867) (78,426) (3,929) (479) Administrative expenses (5,671) (1,927) (6,272) (6,241) (271) (121) Interfund transfers, net 149,956 17,975 (55,949) (60,281) (53,182) 5,107 (34,677) (29,564) -------------- ------------ ----------- ------------ --------- ------------ ---------- -------- Net additions (deductions) (1,763,689) (917,890) (1,966,352) (2,354,819) (117,821) 5,190 1,751,072 798,690 -------------- ------------ ----------- ------------ --------- ------------ ---------- -------- Balance, March 31, 1998 $ - $ - $ - $ - $ 184,377 $ 5,190 $1,751,072 $798,690 ============== ============ =========== ============ ========= ============ ========== ======== continued
13 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, Continued
Participant Directed ---------------------------------------------------------------------- Participant and Scudder Scudder Scudder Nonparticipant Pathway Pathway Pathway Scudder Scudder Scudder Directed 1998 Balanced Conservative Growth Stock Value International Nu-kote Portfolio Portfolio Portfolio Index Fund Fund Fund Other Stock Total - --------------------------- ------- -------- -------- ----------- ----------- ------- -------- --------- ----------- Assets: Investments at fair value: Investment funds $ 8,366 $ 22,944 $ 34,402 $ 3,061,681 $ 2,546,574 $ 1,450 $ 8,230,369 Nu-kote stock fund $ 145,798 145,798 Participant loans 184,377 ------- -------- -------- ----------- ----------- ------- -------- --------- ----------- Total investments 8,366 22,944 34,402 3,061,681 2,546,574 1,450 - 145,798 8,560,544 Receivables: Employee contributions $ 44,584 44,584 Employer contributions 32,246 32,246 ------- -------- -------- ----------- ----------- ------- -------- --------- ----------- Total assets 8,366 22,944 34,402 3,061,681 2,546,574 1,450 76,830 145,798 8,637,374 ------- -------- -------- ----------- ----------- ------- -------- --------- ----------- Liabilities: Administrative fees payable 15,203 15,203 Excess contributions refundable 47,270 47,270 ------- -------- -------- ----------- ----------- ------- -------- --------- ----------- Total liabilities - - - - - - 62,473 - 62,473 ------- -------- -------- ----------- ----------- ------- -------- --------- ----------- Net assets available for benefits $ 8,366 $ 22,944 $ 34,402 $ 3,061,681 $ 2,546,574 $ 1,450 $ 14,357 $ 145,798 $ 8,574,901 ======= ======== ======== =========== =========== ======= ======== ========= =========== Balance, March 31, 1997 $ - $ - $ - $ - $ - $ - $ 21,389 $ 420,175 $ 7,746,512 ------- -------- -------- ----------- ----------- ------- -------- --------- ----------- Additions: Transfer to new funds (footnote 3) 2,624,222 2,222,160 - Employee contributions 46,543 44,680 (73,381) 96,149 702,346 Employer contributions 17,139 16,759 6,393 236,139 293,286 Rollover contributions 4,371 Net appreciation in fair value of investment funds 88 111 612 369,776 296,505 4 2,173,072 Net depreciation in the fair value of Nu-kote stock fund (584,232) (584,232) Interest income 13,787 Deductions: Benefits paid to participants (2,847) (1,468) 60,159 (38,440) (1,750,060) Administrative expenses (1) (2) (4) (441) (367) (203) (2,660) (24,181) Interfund transfers, net 8,279 22,835 33,794 7,289 (31,695) 1,446 18,667 - ------- -------- -------- ----------- ----------- ------- -------- --------- ----------- Net additions (deductions) 8,366 22,944 34,402 3,061,681 2,546,574 1,450 (7,032) (274,377) 828,389 ------- -------- -------- ----------- ----------- ------- -------- --------- ----------- Balance, March 31, 1998 $ 8,366 $ 22,944 $ 34,402 $ 3,061,681 $ 2,546,574 $ 1,450 $ 14,357 $ 145,798 $ 8,574,901 ======= ======== ======== =========== =========== ======= ======== ========= ===========
14 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS, CONTINUED
Participant Directed ------------------------------------------------------------------ Participant and NationsBank Nonparticipant NationsBank Strategic NationsBank NationsBank Directed Stable Fixed Capital Equity Loan Nu-kote 1997 Capital Income Growth Index Fund Other Stock Total - ---------------------------- ----------- --------- ----------- ----------- --------- -------- ---------- ------------ Assets: Investments at fair value: Investment funds $ 1,763,689 $ 917,890 $ 1,966,352 $ 2,354,819 $ 7,002,750 Nu-kote stock fund $ 420,175 420,175 Participant loans $ 302,198 302,198 ----------- --------- ----------- ----------- --------- -------- ---------- ----------- Total investments 1,763,689 917,890 1,966,352 2,354,819 302,198 - 420,175 7,725,123 Receivables: Employee contributions $ 70,695 70,695 Employer contributions 25,853 25,853 ----------- --------- ----------- ----------- --------- -------- ---------- ----------- Total assets 1,763,689 917,890 1,966,352 2,354,819 302,198 96,548 420,175 7,821,671 Liabilities: Administrative fees payable (15,000) (15,000) Other (60,159) (60,159) ----------- --------- ----------- ----------- --------- -------- ---------- ----------- Net assets available for benefits $ 1,763,689 $ 917,890 $ 1,966,352 $ 2,354,819 $ 302,198 $ 21,389 $ 420,175 $ 7,746,512 =========== ========= =========== =========== ========= ======== ========== =========== Balance, March 31, 1996 $ 1,890,708 $ 944,602 $ 1,594,950 $ 1,905,121 $ 274,571 $ 81,599 $1,358,606 $ 8,050,157 ----------- --------- ----------- ----------- --------- -------- ---------- ----------- Additions: Employee contributions 204,309 94,466 255,664 277,206 (55,053) 142,493 919,085 Employer contributions 2,343 361,349 363,692 Rollover contributions 5,194 7,171 6,655 13,764 15,582 48,366 Net appreciation in fair value of investment funds 82,938 24,459 202,474 365,629 675,500 Net depreciation in the fair value of Nu-kote stock fund (1,321,383) (1,321,383) Interest income 19,330 19,330 Deductions: Benefits paid to participants (257,297) (79,966) (213,474) (241,250) (15,128) (137,670) (944,785) Administrative expenses (24,209) (7,089) (6,739) (11,481) (7,500) (6,432) (63,450) Interfund transfers, net (137,954) (65,753) 126,822 45,830 23,425 7,630 ----------- --------- ----------- ----------- --------- -------- --------- ----------- Net additions (deductions) (127,019) (26,712) 371,402 449,698 27,627 (60,210) (938,431) (303,645) ----------- --------- ----------- ----------- --------- -------- --------- ----------- Balance, March 31, 1997 $ 1,763,689 $ 917,890 $ 1,966,352 $ 2,354,819 $ 302,198 $ 21,389 $ 420,175 $ 7,746,512 =========== ========= =========== =========== ========= ======== ========= ===========
15 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES March 31, 1998
Number Current Identity of Issue and Description of Investments of Shares Cost Value - ----------------------------------------------------------------- ----------- --------- ---------- Scudder Cash Investment Trust* 5,190 $ 5,190 $ 5,190 Scudder Stable Value Fund* 1,751,072 1,751,072 1,751,072 Scudder Income Fund* 59,471 804,037 798,690 Scudder Pathway Balanced Portfolio* 608 8,379 8,366 Scudder Pathway Conservative Portfolio* 1,737 23,183 22,944 Scudder Pathway Growth Portfolio* 2,364 33,957 34,402 Scudder Stock Index Fund* 101,785 2,707,517 3,061,681 Scudder Value Fund* 101,740 2,266,294 2,546,574 Scudder International Fund* 28 1,454 1,450 Nu-kote Stock Fund* 661,887 1,360,559 145,798 Participant loans* (A) - 184,377 -------- -------- $8,961,642 $8,560,544 ======== ========
* Denotes party-in-interest (A) Interest rates on loans range from 6.75% to 9.00% at March 31, 1998. Loan terms range from one to five years or up to twenty years for the purchase of a primary residence. 16 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN ITEM 27b--SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS March 31, 1998
Amount of Amount of Original Principal Interest Unpaid Principal Received Received Balance at Identify and Address of Amount of During the During the End of Principal Interest Party Involved Loan Reporting Year Reporting Year Year Description of Obligation Overdue Overdue - ------------------------ ---------- -------------- -------------- ----------- ------------------------- ---------- ---------- Michael Hoffman $ 1,169 $ - $ - $ 1,169 Participant Loan $ 181 $ 82 136 Brinker Street Origination date: 3/12/97 Latrobe, PA 15650 Maturity date: 4/18/02 Secured by account balance, interest rate 8.25% Steven Sage 9,144 1,545 272 3,720 Participant Loan 808 101 Rt. #1, Box 148 Origination date: 3/24/95 Perryopolis, PA Maturity date: 5/1/99 15473 Secured by account balance, interest rate 9.00% Sheila Harper 10,053 - - 10,053 Participant Loan 1,052 515 4462 Jackson Origination date: 6/30/97 Hollow Rd. Maturity date: 8/1/02 Franklin, TN 37064 Secured by account balance, interest rate 8.5% William Kyzer 10,000 - - 9,206 Participant Loan 6,240 1,046 1641 Richardson Rd. Origination date: 12/4/95 Lewisburg, TN 37091 Maturity date: 1/7/99 Secured by account balance, interest rate 8.75%
The Company has notified all participants with loans in default that repayment is due immediately. 17 NU-KOTE INTERNATIONAL, INC. EMPLOYEES SAVINGS PLAN ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended March 31, 1998
Number of Number of Purchase Selling Purchase Sales Current Net Gain Transactions Transactions Price Price Cost Value or Loss ------------ ------------ --------- ---------- --------- --------- --------- Series of transactions: NationsBank Equity Index Fund * 192 $403,655 $ 403,655 $ 403,655 NationsBank Equity Index Fund * 227 $ 704,589 594,839 $ 109,750 NationsBank Capital Growth Fund * 172 865,431 865,431 865,431 NationsBank Capital Growth Fund * 227 618,498 576,561 41,937 NationsBank Strategic Fixed Income Fund * 153 168,316 168,316 168,316 NationsBank Strategic Fixed Income Fund * 169 329,630 319,017 10,613 Nu-kote Stock Fund * 137 466,457 466,457 466,457 Nu-kote Stock Fund * 226 207,389 253,304 (40,915) NationsBank Stable Capital Fund * 130 378,905 378,905 378,905 NationsBank Stable Capital Fund * 224 510,259 498,835 11,424
* Denotes party-in-interest 18 EX-23 3 PWC CONSENT EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS Re: Nu-kote International, Inc. Employees Savings Plan Registration Statement No. 33-69708 We consent to the incorporation by reference in the above Registration Statement on Form S-8 of our report dated October 13, 1998 to the Plan Participants and Administrator of Nu-kote International, Inc. Employees Savings Plan which is included in this Annual Report on Form 11-K. Dallas, Texas October 13, 1998 -----END PRIVACY-ENHANCED MESSAGE-----